Item 15. Exhibit and Financial Statement Schedules.
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Item 15. Exhibit and Financial Statement Schedules.
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| | The following information required under this item is filed as part of this report: | ||
| (a)(1) | Financial Statements. | | |
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| | (i) | Report of Independent Registered Public Accounting Firm. (PCAOB ID 238) | 49 |
| | (ii) | Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022. | 51 |
| | (iii) | Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022. | 52 |
| | (iv) | Consolidated Balance Sheets at December 31, 2024 and 2023. | 53 |
| | (v) | Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022. | 54 |
| | (vi) | Consolidated Statements of Equity for the years ended December 31, 2024, 2023 and 2022. | 55 |
| | (vii) | Notes to Consolidated Financial Statements. | 56 |
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| (a)(2) | | Financial Statement Schedules. | |||||
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| | | All financial statement schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the accompanying notes to the consolidated financial statements. The separate financial statements and summarized financial information of subsidiaries not consolidated and of fifty percent or less owned persons have been omitted because they do not satisfy the requirements for inclusion in this Form 10-K. | |||||
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| (a)(3) | | The documents below are filed as exhibits to this Report. We will, upon request and payment of a fee not exceeding the rate at which copies are available from the Securities and Exchange Commission, furnish copies of any of the following exhibits to stockholders. | |||||
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| (2.1) | | Agreement and Plan of Merger and Reorganization, dated December 18, 2019, by and among Ecolab Inc., ChampionX Holding Inc., Apergy Corporation and Athena Merger Sub, Inc. | | Incorporated by reference to Exhibit (2.1) of our Form 8-K, dated December 18, 2019. | |||
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| (2.2) | | Separation and Distribution Agreement, dated December 18, 2019, by and among Ecolab Inc., ChampionX Holding Inc. and Apergy Corporation. | | Incorporated by reference to Exhibit (2.2) of our Form 8-K, dated December 18, 2019. | |||
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| (2.3) | | Stock and Asset Purchase Agreement, dated October 28, 2021, by and among Ecolab Inc., Purolite Corporation, a Delaware corporation (“Purolite”), Stefan E. Brodie and Don B. Brodie (the “Founder Sellers” and together with Purolite, the “Sellers”) and Stefan E. Brodie, solely in his capacity as the representative of the Sellers. | | Incorporated by reference to Exhibit (2.1) of our Form 8-K, dated December 1, 2021. | |||
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| (3.1) | | Restated Certificate of Incorporation of Ecolab Inc., dated January 2, 2013. | | Incorporated by reference to Exhibit (3.2) of our Form 8-K, dated January 2, 2013. | |||
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| (3.2) | | By-Laws, as amended through May 24, 2023. | | Incorporated by reference to Exhibit (3.1) of our Form 8-K, dated May 4, 2023. | |||
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| (4.1) | | Common Stock. | | See Exhibits (3.1) and (3.2) |
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| (4.18) | | Tenth Supplemental Indenture, dated August 18, 2021, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Trustee. | | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on August 19, 2021. | |||
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| (4.19) | | Form of 2.750% Notes due 2055. | | Included in Exhibit (4.18) above. | |||
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| (4.20) | | Eleventh Supplemental Indenture, dated December 15, 2021, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee. | | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on December 15, 2021. | |||
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| (4.21) | | Form of 1.650% Notes due 2027. | | Included in Exhibit (4.20) above. | |||
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| (4.22) | | Form of 2.125% Notes due 2032. | | Included in Exhibit (4.20) above. | |||
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| (4.23) | | Form of 2.700% Notes due 2051. | | Included in Exhibit (4.20) above. | |||
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| (4.24) | | Twelfth Supplemental Indenture, dated as of November 17, 2022, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee. | | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on November 17, 2022. | |||
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| (4.25) | | Form of 5.250% Notes due 2028. | | Included in Exhibit (4.24) above. | |||
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| (4.27) | | Description of Securities. | | Filed herewith electronically. | |||
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| | | Copies of other constituent instruments defining the rights of holders of our long-term debt are not filed herewith, pursuant to Section (b)(4)(iii) of Item 601 of Regulation S-K, because the aggregate amount of securities authorized under each of such instruments is less than 10% of our total assets on a consolidated basis. We will, upon request by the Securities and Exchange Commission, furnish to the Commission a copy of each such instrument. | |||||
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| (10.1) | | (i) | Third Amended and Restated $2.0 billion 5-Year Revolving Credit Facility, dated as of April 16, 2021, among Ecolab Inc., the lenders party thereto, the issuing lenders party thereto, Bank of America, N.A., as administrative agent and swing line bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as co-syndication agents. | | Incorporated by reference to Exhibit (10.1) of our Form 8-K, dated April 20, 2021. | ||
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| | | (ii) | First Amendment, dated as of March 17, 2023, to the Third Amended and Restated Multicurrency Credit Agreement dated as of April 16, 2021, among Ecolab Inc., the banks from time to time party thereto and Bank of America, N.A., as Agent. | | Incorporated by reference to Exhibit (10.1) of our Form 10-Q, for the quarter ended March 31, 2023. | ||
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| (10.2) | | Documents comprising global Commercial Paper Programs. | | | |||
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| | | (i) | U.S. $2,000,000,000 Euro-Commercial Paper Programme. | ||||
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| | | | (a) | Amended and Restated Dealer Agreement, dated 30 October 2023, between Ecolab Inc., Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V. (as Issuers), Ecolab Inc. (as Guarantor in respect of the notes issued by Ecolab NL 10 B.V., Ecolab NL 11 B.V. and Nalco Overseas Holding B.V.), Barclays Bank PLC (as Arranger), and Barclays Bank Ireland PLC, Barclays Bank PLC, Citigroup Global Markets Europe AG and Citigroup Global Markets Limited (as Dealers). | | Incorporated by reference to Exhibit (10.2)(i)(a) of our Form 10-K Annual Report for the year ended December 31, 2023. | |
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| | † | (iii) | Second Declaration of Amendment to Ecolab Executive Death Benefits Plan, effective as of March 1, 1998. | | Incorporated by reference to Exhibit (10)H(iii) of our Form 10-K Annual Report for the year ended December 31, 1998. | ||
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| | † | (iv) | Amendment No. 3 to the Ecolab Executive Death Benefits Plan, effective as of August 12, 2005. | | Incorporated by reference to Exhibit (10)B of our Form 8-K, dated December 13, 2005. | ||
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| | † | (v) | Amendment No. 4 to the Ecolab Executive Death Benefits Plan, effective as of January 1, 2005. | | Incorporated by reference to Exhibit (10)H(v) of our Form 10-K Annual Report for the year ended December 31, 2009. | ||
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| | † | (vi) | Amendment No. 5 to the Ecolab Executive Death Benefits Plan, effective as of May 6, 2015. | | Incorporated by reference to Exhibit 10.2 of our Form 10-Q for the quarter ended June 30, 2015. | ||
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| | † | (vii) | Amendment No. 6 to the Ecolab Executive Death Benefits Plan, effective as of June 23, 2017. | | Incorporated by reference to Exhibit 10.1(vii) of Ecolab’s Form 8-K dated June 23, 2017. | ||
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| (10.6) | † | (i) | Ecolab Executive Long-Term Disability Plan, as amended and restated, effective as of January 1, 1994. | | Incorporated by reference to Exhibit (10)I of our Form 10-K Annual Report for the year ended December 31, 2004. See also Exhibit (10.12) hereof. | ||
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| | † | (ii) | Amendment No. 1 to the Ecolab Executive Long-Term Disability Plan, effective as of August 21, 2015. | | Incorporated by reference to Exhibit 10.1 of our Form 10-Q for the quarter ended September 30, 2015. | ||
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| (10.7) | † | (i) | Ecolab Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2022. | | Incorporated by reference to Exhibit (10.7)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. | ||
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| (10.8) | † | (i) | Ecolab Mirror Savings Plan, as amended and restated, effective as of January 1, 2022. | | Incorporated by reference to Exhibit (10.8)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. | ||
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| (10.9) | † | (i) | Ecolab Mirror Pension Plan, as amended and restated, effective as of January 1, 2022. | | Incorporated by reference to Exhibit (10.9)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. | ||
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| (10.10) | † | (i) | Ecolab Inc. Administrative Document for Non-Qualified Plans, as amended and restated, effective as of January 1, 2022. | | Incorporated by reference to Exhibit (10.10)(i) of our Form 10-K Annual Report for the year ended December 31, 2021. | ||
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| (10.11) | † | (i) | Ecolab Inc. Change in Control Severance Compensation Policy, as amended and restated, effective as of February 26, 2010. | | Incorporated by reference to Exhibit (10) of our Form 8-K, dated February 26, 2010. | ||
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| | † | (ii) | Amendment No. 1 to Ecolab Inc. Change-in-Control Severance Policy, as amended and restated, effective as of February 26, 2010. | | Incorporated by reference to Exhibit (10.18)(ii) of our Form 10-K Annual Report for the year ended December 31, 2011. | ||
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| (10.12) | † | Description of Ecolab Management Incentive Plan. | | Filed herewith electronically. | |||
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| (10.13) | † | (i) | Ecolab Inc. 2010 Stock Incentive Plan, as amended and restated, effective as of May 2, 2013. | | Incorporated by reference to Exhibit (10.1) of our Form 8-K, dated May 2, 2013. | ||
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| | † | (ii) | Declaration of Amendment, effective as of February 22, 2019, to Ecolab Inc. 2010 Stock Incentive Plan, as amended and restated, effective as of May 2, 2013. | | Incorporated by reference to Exhibit (10.3) of our Form 10-Q, for the quarter ended March 31, 2019. | ||
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| | † | (iii) | Sample form of Non-Statutory Stock Option Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted May 6, 2010. | | Incorporated by reference to Exhibit (10)B of our Form 8-K, dated May 6, 2010. | ||
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| | † | (iv) | Sample form of Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted August 4, 2010. | | Incorporated by reference to Exhibit (10)A of our Form 10-Q, for the quarter ended September 30, 2010. | ||
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| | † | (v) | Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2010 Stock Incentive Plan, adopted December 1, 2021. | | Incorporated by reference to Exhibit (10.13)(ix) of our Form 10-K Annual Report for the year ended December 31, 2021. | ||
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| (10.14) | † | (i) | Ecolab Inc. 2023 Stock Incentive Plan, effective as of May 4, 2023. | | Incorporated by reference to Exhibit (10.1) of our Form 10-Q, for the quarter ended June 30, 2023. | ||
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| | † | (ii) | Amendment No. 1 to Ecolab Inc. 2023 Stock Incentive Plan, adopted December 4, 2024. | | Filed herewith electronically. | ||
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| | † | (iii) | Sample form of Non-Statutory Stock Option Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted May 4, 2023. | | Incorporated by reference to Exhibit (10.2) of our Form 10-Q, for the quarter ended June 30, 2023. | ||
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| | † | (iv) | Sample form of Restricted Stock Unit Award Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted May 4, 2023. | | Incorporated by reference to Exhibit (10.4) of our Form 10-Q, for the quarter ended June 30, 2023. | ||
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| | † | (v) | Sample form of Performance-Based Restricted Stock Unit Award Agreement under the Ecolab Inc. 2023 Stock Incentive Plan, adopted December 6, 2023. | | Incorporated by reference to Exhibit (10.14)(iv) of our Form 10-K Annual Report for the year ended December 31, 2023. | ||
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| (10.15) | † | Nalco Company Supplemental Retirement Income Plan, as Amended and Restated effective as of December 31, 2012. | | Incorporated by reference to Exhibit (10.3) of our Form 10-Q, for the quarter ended March 31, 2023. | |||
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| (10.16) | † | Nalco Company Supplemental Profit Sharing Plan, as Amended and Restated effective as of December 31, 2012. | | Incorporated by reference to Exhibit (10.4) of our Form 10-Q, for the quarter ended March 31, 2023. | |||
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| (10.17) | † | Form of Nalco Company Death Benefit Agreement and Addendum to Death Benefit Agreement. | | Incorporated by reference from Exhibit (99.2) on Form 8-K of Nalco Holding Company filed on May 11, 2005. (File No. 001-32342) | |||
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| (10.18) | † | Death Benefit Agreement between Nalco Company and Laurie M. Marsh effective as of December 17, 2009. | | Incorporated by reference to Exhibit (10.5) of our Form 10-Q, for the quarter ended March 31, 2023. | |||
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| (19.1) | † | Ecolab Inc. Global Insider Trading Policy, effective December 5, 2024. | | Filed herewith electronically. | |||
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| (21.1) | | List of Subsidiaries. | | Filed herewith electronically. | |||
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| (23.1) | | Consent of Independent Registered Public Accounting Firm. | | Filed herewith electronically. | |||
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| (24.1) | | Powers of Attorney. | | Filed herewith electronically. | |||
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| (31.1) | | Rule 13a-14(a) CEO Certification. | | Filed herewith electronically. | |||
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| (31.2) | | Rule 13a-14(a) CFO Certification. | | Filed herewith electronically. | |||
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| (32.1) | | Section 1350 CEO and CFO Certifications. | | Filed herewith electronically. | |||
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| (97.1) | | Ecolab Inc. Rule 10D-1 Clawback Policy, adopted November 2, 2023. | | Incorporated by reference to Exhibit (97.1) of our Form 10-K Annual Report for the year ended December 31, 2023. | |||
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| (101.INS) | | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | Filed herewith electronically. | |||
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| (101.SCH) | | Inline XBRL Taxonomy Extension Schema. | | Filed herewith electronically. | |||
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| (101.CAL) | | Inline XBRL Taxonomy Extension Calculation Linkbase. | | Filed herewith electronically. | |||
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| (101.DEF) | | Inline XBRL Taxonomy Extension Definition Linkbase. | | Filed herewith electronically. | |||
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| (101.LAB) | | Inline XBRL Taxonomy Extension Label Linkbase. | | Filed herewith electronically. | |||
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| (101.PRE) | | Inline XBRL Taxonomy Extension Presentation Linkbase. | | Filed herewith electronically. | |||
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| (104) | | Cover Page Interactive Data File. | | Formatted as Inline XBRL and contained in Exhibit 101. |
† This exhibit is an executive compensation plan or arrangement.
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